Back to TopDescriptive Summary
- Repository
-
University of North Carolina at Chapel Hill. Library. Southern Historical Collection.
- Creator
-
Adams-Millis Corporation.
- Title
- Adams-Millis Corporation Records, 1985-1988
- Call Number
- 4854
- Language of Materials
- Materials in
English
- Extent
-
- Items: About 270
- Linear Feet: 2.5
Abstract
The Adams-Millis Corporation, a hosiery manufacturer, was founded in 1904 with headquarters in High Point, N.C. Adams-Millis
produced socks for a number of different companies. One of its major clients was the Sara Lee Corporation, for which it manufactured
Hanes brand socks. The idea of Sara Lee's acquiring Adams-Millis arose in 1985, when Adams-Millis was under the leadership
of chairman and chief executive officer, James H. Millis, Sr. Serious meetings between Sara Lee and Adams-Millis officials
concerning the prospect began in late 1986. The concept came to fruition in October of 1988, when Adams-Millis's stockholders
approved the acquisition.
The collection includes papers documenting the negotiations leading up to and continuing through the sale of Adams-Millis
Corporation to Sara Lee Corporation. Correspondence includes letters between Adams-Millis officials and various groups involved
in the merger, including Sara Lee, First Boston, Martin Gruss, and others. Also included are reports on stock voting plans
and company value before and after an acquisition by First Boston, investment bankers hired by Adams-Millis; press releases
announcing the ongoing development of competing offers from Sara Lee and Gruss & Co.; and several internal memos reporting
on the status of negotiations. Reports and correspondence to the Securities Exchange Commission, the Federal Trade Commission,
and the Justice Department are found here along with drafts of agreements and plans of merger, stock option agreements, employment
agreements, proxy statements, and the like. Financial reports on Adams-Millis include both numbers compiled for internal use
only and investment research on the company prepared by others and available to the public. Sara Lee documents in the collection
include annual reports, a company newspaper, articles, and financial evaluations of the company.
Back to TopAdministrative Information
- Restrictions to Access
- No restrictions.
- Acquisitions Information
- Received from James H. Millis, Sr., of High Point, N.C., in December 1996 (Acc. 96190).
- Processing Information
- Processed by: Arturo S. Bagley, March 1997
- Encoded by: ByteManagers Inc., 2008
- Preferred Citation
- [Identification of item], in the Adams-Millis Corporation Records #4854, Southern Historical Collection, The Wilson Library,
University of North Carolina at Chapel Hill.
- Copyright Notice
- Copyright is retained by the authors of items in these papers, or their descendants, as stipulated by United States copyright
law.
Back to TopOnline Catalog Headings
These and related materials may be found under the following headings in online catalogs.
- Adams-Millis Corporation -- History.
- Consolidation and merger of corporations -- North Carolina.
- Hosiery industry -- North Carolina -- History -- 20th century.
- Millis, James Henry, 1923-
- Sara Lee Corporation -- History.
Back to TopHistorical Note
The Adams-Millis Corporation was founded by John Hampton Adams and James Henry Millis in 1904 and became a leading hosiery
manufacturer. Headquartered in High Point, N.C., the company by 1988 employed over 3,500 people and operated 16 factories
under the leadership of its chairman and chief executive officer, James H. Millis, Sr. At that time one of its major clients
was the Sara Lee Corporation, for which it produced Hanes brand socks. The idea of Sara Lee's acquiring Adams-Millis first
arose in 1985 and meetings between Sara Lee and Adams-Millis officials concerning the prospect began in late 1986. The concept
came to fruition in October 1988, when Adams-Millis's stockholders approved the acquisition agreement reached in June of that
year.
Back to TopCollection Overview
This collection consists of papers documenting negotiating of the sale of Adams-Millis to Sara Lee, including correspondence;
memos, reports, and press releases; drafts of legal documents; board of directors documents; personal documents of James H.
Millis, Sr.; documents of Sara Lee Corporation; newspaper clippings; and financial reports documenting negotiation of the
acquisition of Adams-Millis Corporation by Sara Lee Corporation.
Correspondence includes letters between Adams-Millis officials and various groups involved in the merger, including Sara Lee,
First Boston, Martin Gruss, and others. Also included are reports by First Boston, investment bankers hired by Adams-Millis,
on stock voting plans and company value before and after an acquisition; press releases announcing the ongoing development
of competing offers from Sara Lee and Gruss & Co.; and several internal memos reporting on the status of negotiations. Reports
and correspondence to the Securities Exchange Commission, the Federal Trade Commission, and the Justice Department are included,
along with drafts of agreements and plans of merger, stock option agreements, employment agreements, proxy statements, and
the like. Also here are some documents from the lawsuits filed against Adams-Millis by shareholders who opposed the sale to
Sara Lee at the price offered in February 1988. Documents concerning Adams-Millis's board of directors include notices of
meetings and meeting agendas, minutes of board meetings, and resolutions. James H. Millis's handwritten notes and his telephone
messages shed light on what he was thinking about a sale at various times. Sara Lee documents in the collection include annual
reports, a company newspaper, articles, and financial evaluations of the company. Financial reports on Adams-Millis include
both numbers compiled for internal use only and investment research on the company prepared by others and available to the
public.
Back to TopArrangement of Collection
Series 1. Correspondence
Series 2. Memos, Reports, Press Releases
Series 3. Drafts of Legal Documents
Series 4. Board of Directors Documents
Series 5. James H. Millis, Sr. Personal Documents
Subseries 5.1. Notes
Subseries 5.2. Telephone Messages
Subseries 5.3. Stock Options
Series 6. Sara Lee Corp.
Subseries 6.1. Internal Documents
Subseries 6.2. Articles
Subseries 6.3. Financial Reports
Series 7. Newspaper Clippings
Series 8. Financial Reports
Subseries 8.1. Adams-Millis
Subseries 8.2. Silver Knit Division
Subseries 8.3. Adams-Millis Investment Research
Detailed Description of the Collection
1. Correspondence, December 1986-December 1988.
About 60 items.
Arrangement: chronological.
Correspondence includes letters between Adams-Millis officials and various groups involved in the merger, including First
Boston, the investment bank hired by Adams-Millis to assist it in evaluating a potential merger; Adams-Millis's attorneys,
including Womble, Carlyle, Sandridge & Rice of Winston-Salem, Keziah, Gates & Samet of High Point, and Adams, Kleemeier, Hannah
& Fouts of Greensboro; Martin Gruss, who made an offer to acquire the company; the New York Stock Exchange; and others. There
is also a small amount of correspondence to federal government agencies and departments, including the Federal Trade Commission
and the Justice Department, concerning the transaction.
The issues to be considered are presented in several letters. One is a December 1986 letter from Philip R. Currier, Sara Lee's
Chief Executive Officer in charge of Knitwear to Robert Bundy, Adams-Millis's president, outlining topics he wished to discuss
in a face-to-face meeting. A First Boston letter of March 1987 documents a meeting between First Boston, an investment banking
firm, and Adams-Millis management in which alternative acquisition plans were discussed.
A December 1987 letter from James H. Millis, Sr., to John H. Bryan, Sara Lee's chairman and CEO, expresses frustration that
a year has passed without a final resolution. It indicates that discussions about a purchase began because Adams-Millis did
not like the fact that Sara Lee could terminate Adams-Millis's Hanes license without cause. In the absence of Sara Lee's purchase
of Adams-Millis, Millis asks Bryan to consider a new license agreement.
A February 1988 letter from the New York Stock Exchange asks for a chronology of events leading up to Sara Lee's offer of
the same month.
Other offers to buy Adams-Millis are documented here. An April 1988 letter from Martin C. Gruss of Gruss & Co. indicates his
desire to enter the bidding to buy Adams-Millis. By June , James Millis decided to buy all of the outstanding stock himself.
A cover letter is included with drafts of an agreement and plan of merger of Adams-Millis by Millis.
After the Millis aberration, the negotiations with Sara Lee got back on track. A July letter from Sara Lee indicates that
all obstacles to the acquisition had been overcome. A letter is attached to the document dissolving the James Millis acquisition
of the previous month. Another letter and attachments filed with the SEC by James Millis and his wife Jesse describe an agreement
making Sara Lee the proxy of their Adams-Millis shares.
September correspondence includes a cover letter with a draft of a notice of an Adams-Millis shareholders meeting to vote
on the acquisition and a First Boston letter stating that the deal is fair to Adams-Millis shareholders.
May 1988 correspondence of Adams-Millis attorney William C. Raper of Womble, Carlyle, Sandridge & Rice with plaintiffs attorney
Richard Greenfield reveals the existence of lawsuits filed against Adams-Millis by shareholders unhappy with a potential sale
to Sara Lee. Much of the remaining correspondence concerns the shareholder lawsuits, which were eventually settled out of
court.
Folder
1
1986 December
Folder
2
1987 March
Folder
3
1987 April
Folder
4
1987 November
Folder
5
1987 December
Folder
6
1988 January
Folder
7
1988 February
Folder
8
1988 March
Folder
9
1988 April
Folder
10
1988 May
Folder
11
1988 June
Folder
12
1988 July
Folder
13
1988 August
Folder
14-15
1988 September
Folder
16
1988 October
Folder
17
1988 November
Folder
18
1988 December
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2. Memos, Reports, Press Releases, December 1986-September 1988.
About 40 items.
Arrangement: chronological.
Memos, reports, and press releases chart the development of the merger negotiations. Early documents include First Boston
reports on stock voting plans and company value before and after an acquisition. There are several internal memos on the status
of negotiations with Sara Lee. Among these are a 5 April summary of a meeting of the Special Committee of Adams-Millis's Board
of Directors with First Boston and a 25 April memo sent in preparation for a 3 May board meeting with attached copies of Special
Committee meeting minutes, the Gruss offer letter, and a summary of a 14 April meeting with Sara Lee.
Of particular interest as a means of quickly getting a sense of the chronology of the situation from February through May
of 1988 is an undated Merger Report which contains various documents related to the potential merger
Press releases announce Sara Lee offers, the Gruss offer and its ultimate withdrawal, and the acceptance of the Millis family
offer. A 3 May press release announces a new Sara Lee offer, and one of 16 May announces Adams-Millis's acceptance of the
Millis family's offer and the withdrawal of the Gruss & Co. offer. A formal Announcement of Shareholder Meeting and Proxy
Statement was issued on 23 September.
Folder
19
December 1986
Folder
20
April 1987
Folder
21
September 1987
Folder
22
February 1988
Folder
23
March 1988
Folder
24
April 1988
Folder
25
May 1988
Folder
26
1 June-15 June 1988
Folder
27
16 June-30 June 1988
Folder
28
September 1988
Folder
29
Miscellaneous Undated
Folder
30
Undated Merger Report
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3. Drafts of Legal Documents, January 1985-September 1988.
About 30 items.
Arrangement: chronological.
Drafts of contracts and reports to the Securities Exchange Commission. There are drafts of agreements and plans of merger,
stock option agreements, employment agreements, proxy statements, and the like. Also included are some papers from the lawsuits
filed against Adams-Millis by shareholders who opposed a sale to Sara Lee. Included are:
*Copy of the 1 January 1985 license agreement between Hanes and Adams-Millis attached to a memo contemplating the pros and
cons of a new agreement.
*Draft, 18 March 1987, of engagement letter with First Boston states the services First Boston will provide and the compensation
Adams-Millis will pay.
*Letter agreement, 8 February 1988, by the Millises promises not to sell their shares to anyone other than Sara Lee and granting
Sara Lee their proxy to vote the shares.
*Drafts of agreements and plans of merger with Sara Lee dated 15 April, 5 May, and 13 May 1988.
*Gruss & Co. agreement and plan of merger, 5 May 1988.
*Millis family offer, 13 May 1988. A more formal agreement and plan of merger, dated 29 June 1988
*Summonses and complaints, 3 June 1988, in the cases of Shields v. Adams-Millis and Wolfe v. Adams-Millis, two of the shareholder lawsuits against the merger. Answer, 20 June 1988, of James H. Millis, Sr., and James H. Millis,
Jr., in Rubnitz v. Adams-Millis, another of the shareholder lawsuits.
*Agreement of termination of the Millis acquisition, 14 July 1988.
*A draft of an employment agreement between top Adams-Millis officials and Sara Lee is dated 7 July, with a draft of agreement
to assume Adams-Millis's employee stock option plan and to amend and surrender incentive stock options, 21 September 1988.
See Series 1 for the acquisition agreement between Adams-Millis and Sara Lee.
Folder
31
January 1985
Folder
32
March 1987
Folder
33
February 1988
Folder
34
March 1988
Folder
35
April 1988
Folder
36
May 1988
Folder
37
June 1988
Folder
38
July 1988
Folder
39
August 1988
Folder
40
September 1988
Folder
41
Undated
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4. Board of Directors Documents, April 1988-September 1988.
About 10 items.
Arrangement: chronological.
Notices of meetings and meeting agendas, minutes of board meetings, and a May 1988 resolution accepting the Millis family
offer to buy all of the company's outstanding shares.
Folder
42
April 1988
Folder
43
May 1988
Folder
44
June 1988
Folder
45
July 1988
Folder
46
September 1988
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5. James H. Millis, Sr., Personal Documents, January 1986-April 1987.
About 20 items.
Arrangement: by type.
Personal notes recording Millis's thoughts at various points concerning the potential of a sale, phone messages dated by month
and day but not by year, and an undated list of stock options.
Back to Top
5.1. Notes, January 1986-April 1987.
About 10 items.
Arrangement: chronological.
Folder
47
January 1986
Folder
48
May 1986
Folder
49
January-February 1987
Folder
50
April 1987
Folder
51
Undated
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5.2. Telephone Messages, Unspecified year.
10 items.
Folder
52
Telephone Messages
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5.3. Millis Stock Options Report, Undated.
1 item.
Folder
53
Millis Stock Options Report
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6. Sara Lee Corporation, February 1987-December 1988.
35 items.
Arrangement: by type.
Annual reports for 1987 and 1988, a company newspaper announcing the Adams-Millis acquisition, papers from the 1988 meeting
of division presidents, forms filed with the SEC by Sara Lee, articles about Sara Lee, and financial evaluations of the company.
Back to Top
6.1. Internal Documents, Fall 1987-Fall 1988.
13 items.
Arrangement: by type.
Folder
54
Annual Reports
Folder
55
Company Newspaper
Folder
56
1987 Notice of Stockholders Meeting
Folder
57
1988 President's Conference
Folder
58
SEC Reports
Folder
59
News Updates and Press Releases
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6.2. Articles, February 1987-November 1988.
12 items.
Arrangement: chronological.
Folder
60
February 1987
Folder
61
July 1988
Folder
62
August 1988
Folder
63
September 1988
Folder
64
November 1988
Back to Top
6.3. Investment Research, February 1988-December 1988.
10 items.
Folder
65
Investment Research
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7. Newspaper Clippings, March 1987-March 1988.
4 items.
Arrangement: chronological.
Articles contain stories written about mergers in general. Specific topics include the evaluation of leveraged buyouts and
the career of Richard Greenfield, a shareholders rights attorney who would eventually sue Adams-Millis on behalf of company
shareholders disgruntled with the Sara Lee sale.
Folder
66
March 1987
Folder
67
April 1987
Folder
68
March 1988
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8. Financial Reports, 1984-1989.
About 70 items.
Arrangement: by type.
Financial information on Adams-Millis arranged by the month reports were prepared; reports on the company's Silver Knit division;
and investment reports on Adams-Millis. Adams-Millis documents include balance sheets, sales/gross profit forecasts, and changes
in cash. Reports on the Silver Knit division include operating statements, income statements, and consolidated statements
of financial position.
Back to Top
8.1. Adams-Millis Corp., December 1986-June 1988.
About 60 items.
Arrangement: chronological (by date prepared).
Folder
69
December 1986
Folder
70
January 1987
Folder
71
June 1987
Folder
72
September 1987
Folder
73
November 1987
Folder
74
December 1987
Folder
75
January 1988
Folder
76
February 1988
Folder
77
March 1988
Folder
78
April 1988
Folder
79
May 1988
Folder
80
June 1988
Folder
81
Undated
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8.2. Silver Knit, 1984-1989.
8 items.
Folder
82
Silver Knit Income Statements
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8.3. Investment Research, May 1986-March 1988.
4 items.
Folder
83
Investment Research
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